What happens if a provision of the Brain Balance agreement is held entirely unenforceable?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
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- If any clause or provision of this Agreement is held to be excessively broad, that provision shall thereafter be deemed limited in scope and application only to the extent necessary to preserve its enforceability under the law. If any provision of this Agreement is held entirely unenforceable, that provision shall be deemed severed therefrom, and the remaining provisions of this Agreement shall be enforceable and shall be construed independent of that provision.
Source: Item 23 — RECEIPTS (FDD pages 72–292)
What This Means (2025 FDD)
According to the 2025 FDD, if a provision within the Brain Balance franchise agreement is deemed entirely unenforceable, that specific provision will be removed from the agreement. The remaining provisions of the agreement will still be valid and enforceable. These remaining provisions will be interpreted independently of the unenforceable provision.
This clause ensures that the entire Brain Balance franchise agreement does not become invalid due to one unenforceable part. It allows for the continuation of the franchise relationship under the remaining terms. This is a fairly standard clause in franchise agreements, designed to protect both the franchisor and franchisee from unforeseen legal challenges to specific provisions.
For a prospective Brain Balance franchisee, this means that if a court finds a particular clause to be unenforceable, the rest of the agreement remains in effect. It is important to understand which state's laws govern the agreement, as this can affect the interpretation and enforceability of its provisions. In this case, California law governs the agreement.